Magnolia Capital Advisors LLC

Item 5: Fees and Compensation

                        General Investment Advisory / Portfolio Management Services

Depending upon the type of advisory service to be provided, clients generally have a choice regarding the manner
in which fees will be calculated for such services. Options for calculating fees include the following:

    •   Percentage of Assets under Management: Clients will be charged as a percentage of assets under
        management with us, according to the schedule set forth in the client management agreement between us
        and the client, provided, however, that the annual fee would not exceed two percent (2%); or
    •   Flat Quarterly or Annual Fees: Clients will be charged at an agreed upon flat annual fee, paid quarterly, or
        flat quarterly fee depending on the scope and complexity of the client’s needs.
    •   Fixed or Hourly Financial Planning Fee: Clients will be charged an agreed upon fixed or hourly fee based
        on the complexity of your situation and the services provided. Our fees are negotiable at our sole discretion.
        Fees typically will range from $2,500 to $25,000.

The annual fee being charged to the client will be set forth and identified in an agreement between our firm and that
client. We retain the ability to negotiate other fee structures depending on the size of the account, type of account,
the level of client service required and other factors we consider relevant, including timing of client relationship.

We typically do not impose a minimum account size or a set minimum annual fee for investment advisory services.

For the fee charged as a percentage of assets under management, fees are charged quarterly in advance based on the
market value of the client's account(s), as determined by the custodian, on the last business day of the quarter. For
some retirement plan clients this calculation may differ and may also be be paid monthly. Cash and assets which
are invested in shares of mutual funds, exchange-traded funds, annuities we manage, individual securities, collective
trusts, unit investment trusts and/or closed-end funds shall be included in the calculation of the value of the client's
assets under management with us for purposes of computing our fee. Although we do not typically utilize margin
in our strategies, a client's margin balance is typically included when calculating assets under management. This
will be in addition to any margin interest being paid by the client.

For partial quarters, fees are pro-rated. All unearned fees will be refunded to the client in the event the client

terminates our services. Unless other arrangements are made, fees are directly debited from a client's account(s),
and each client is required to provide the qualified custodian of the client's account(s) written authorization to deduct
the fees described.

The custodian sends the client a statement, at least quarterly, indicating the amount of our fees and all amounts
disbursed from the account to our firm for our management fees. We have internal controls that seek to verify that
the custodian is withdrawing fees accurately in accordance with your agreement, however, we strongly encourage
clients independently verify the accuracy of the fee calculation, as the custodian will not verify the calculation. If a
client does not have sufficient cash in the account(s) to cover the payment of fees, some or all of the securities held
by the client will be liquidated in order to pay the fees.

The custodian is responsible for sending the client account statements, clients will not receive an account statement
or a fee invoice from us. Asset-based fees are always subject to the management agreement between the client and
MAG CAP, and we generally retain the right to amend our fee structure with 30 days prior written notice to the
client.

                              Financial Planning and Financial Consulting Services

For clients who retain our firm for its investment advisory services, there is generally no charge for financial
planning services. Other clients who retain the firm solely for financial planning or financial consultation will be
charged fees based on the nature of the services being provided, who is providing the services and the complexity
of the client's circumstances. Financial planning fees are generally calculated and charged on a flat fee or hourly
basis, per engagement, ranging from $2,500 to $25,000. If a client terminates financial planning services after we
have begun the work but before completion, we will charge a termination fee equal to the hours then spent on your
services at a rate outlined in the client’s agreement executed prior to our financial professional commencing
planning. Financial planning fees and the termination fee are negotiable. We will reduce or waive the financial
planning fees and/or termination fee in certain circumstances.

We provide you with an exact fee quote before you authorize us to begin our work. The specific financial planning
fee being charged to the client will be set forth and identified in an agreement between us and each client. We will
withdraw financial planning fees from a client's bank account only with the prior consent of the client.

Although the length of time it will take to provide a financial plan or financial consultation depends on each client's
personal situation, we will provide a timing estimate at the start of the planning relationship. For those who will be
charged for financial planning or financial consultation, we will invoice the client for the services, and the fees will
generally be due and payable upon delivery of the completed financial plan to the client or completion of the
services, as applicable.

Your financial professional will update your financial plan upon request or when your objectives or financial
situation change. If a financial plan is updated, the fee will be dependent on the nature of the update. Again, this fee
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Item 7: Types of Clients

We offer our firm’s services to individuals, high net worth individuals, banking or thrift institutions, corporations
and other business entities, retirement plans, and estates and trusts.